Announcement on the Acquisition of Partial Equity in Shanghai Xingke High-Purity Solvent Co., Ltd. and Related Transactions
The board of directors of Zhejiang Tianyu Pharmaceutical Co., Ltd. (hereinafter referred to as "the Company" or "Tianyu") and all directors guarantee that the content of this announcement does not contain false records, misleading statements, or major omissions, and bear individual and joint responsibility for the authenticity, accuracy, and completeness of its content.
Special Reminder:
- The Company intends to acquire 87.8173% equity (hereinafter referred to as "this transaction" or "this acquisition") in Shanghai Xingke High-Purity Solvent Co., Ltd. (hereinafter referred to as "Shanghai Xingke" or "the target company") by cash payment. The final transfer price is determined to be RMB 333.70574 million based on the evaluation results provided by the assessment agency. Upon completion of this transaction, Shanghai Xingke will become a controlling subsidiary of the Company.
- One of the transaction parties, Mr. Tu Yongjun (holding 39.4905% equity in Shanghai Xingke), is the controlling shareholder of the Company. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, this transaction constitutes a related party transaction. However, this transaction does not constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies," nor does it constitute a restructuring listing. This transaction has been approved by the 20th meeting of the 5th board of directors of the Company, with related directors abstaining from voting. It still requires approval from the shareholders' meeting, and related shareholders will abstain from voting on this proposal at the shareholders' meeting.
- This transaction is a prudent decision made by the Company based on its operational and development needs. There are risks associated with transaction approval and implementation, as well as the integration of the target company's assets and potential lower-than-expected synergies. Investors are advised to pay attention to the Company's subsequent announcements and be aware of investment risks.
I. Transaction Overview
(1) Transaction Details
According to the Company's long-term development strategy, to optimize the industrial chain layout, promote technological integration and innovation, fully leverage business synergies, reduce related transactions, and enhance the Company's independence, the Company signed a conditional "Equity Transfer Agreement" on March 30, 2026, with Mr. Tu Yongjun, Shanghai Yuanyong Environmental Technology Partnership (Limited Partnership), Shanghai Xingke Biochemical Co., Ltd., Mr. Wang Xincheng, Yuanyan Environmental Technology (Shanghai) Co., Ltd., Ms. Lu Lirong, Shanghai Huishuo Enterprise Management Consulting Co., Ltd., Nanjing Wuju Biotechnology Partnership (Limited Partnership), and Shanghai Xingke. This agreement will take effect after being approved by the Company's shareholders' meeting.
According to the signed equity transfer agreement, the Company will acquire 87.8173% equity in Shanghai Xingke for a transfer price of RMB 333.70574 million, based on the evaluation results provided by the assessment agency. The funds will be sourced from the Company's own funds and supplemented by bank acquisition loans. After the transaction is completed, Shanghai Xingke will become a controlling subsidiary of the Company and included in the Company's consolidated financial statements. The specific payment to each party is as follows: